-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVU3CzGoD9Vq29ZlxVdMAjPdCZmLBbvAjOmG3KEJ9EFSdd1nvFOemFr+3otSLTfZ 72+Uy2ZM7j3CY6Ff2ECbaA== /in/edgar/work/20000810/0000893220-00-000937/0000893220-00-000937.txt : 20000921 0000893220-00-000937.hdr.sgml : 20000921 ACCESSION NUMBER: 0000893220-00-000937 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTON ROY F INC CENTRAL INDEX KEY: 0000106473 STANDARD INDUSTRIAL CLASSIFICATION: [4955 ] IRS NUMBER: 231501990 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-04643 FILM NUMBER: 691034 BUSINESS ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380-1499 BUSINESS PHONE: 6107013000 MAIL ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380-1499 10-Q 1 e10-q.txt 10-Q FOR WESTON COMPANY FOR 06/30/2000 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------- --------- Commission File No. 0-4643 ROY F. WESTON, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1501990 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 WESTON WAY, P.O. BOX 2653 WEST CHESTER, PENNSYLVANIA 19380 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610) 701-3000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of July 28, 2000, the registrant had outstanding 7,878,825 shares of Series A common stock and 2,089,019 shares of common stock. 2 Page ---- Index Part I - Financial Information Item 1. Financial Statements: Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 1-2 Consolidated Statements of Operations - Three Months Ended June 30, 2000 and 1999 3 Consolidated Statements of Operations - Six Months Ended June 30, 2000 and 1999 4 Consolidated Statements of Cash Flows - Six Months Ended June 30, 2000 and 1999 5 Notes to Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 Part II - Other Information Item 1. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 3 ROY F. WESTON, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
June 30, December 31, 2000 1999 (Unaudited) (Thousands of Dollars) CURRENT ASSETS Cash and cash equivalents $ 1,299 $ 4,355 Accounts receivable, trade, net of allowance for doubtful accounts of $2,166 in 2000 and $2,040 in 1999 58,033 56,919 Unbilled costs and estimated earnings on contracts in process 25,129 27,291 Deferred income taxes 3,397 2,202 Other 5,742 4,760 -------- -------- Total current assets 93,600 95,527 -------- -------- PROPERTY AND EQUIPMENT Land 215 215 Buildings and improvements 11,253 11,196 Furniture and equipment 33,182 32,643 Leasehold improvements 1,863 1,846 Construction in progress 140 132 -------- -------- Total property and equipment 46,653 46,032 Less accumulated depreciation and amortization 36,837 36,184 -------- -------- Property and equipment, net 9,816 9,848 -------- -------- OTHER ASSETS Goodwill, net of accumulated amortization of $4,231 in 2000 and $4,200 in 1999 1,723 1,754 Deferred income taxes 3,258 5,634 Other 9,480 8,664 -------- -------- Total other assets 14,461 16,052 -------- -------- TOTAL ASSETS $117,877 $121,427 ======== ========
See notes to consolidated financial statements. 1 4 LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31, 2000 1999 (Unaudited) (Thousands of Dollars) CURRENT LIABILITIES Borrowings under line of credit $ 3,502 $ 3,400 Current maturities of long-term debt 3,358 3,284 Accounts payable and accrued expenses 17,156 17,299 Billings on contracts in process in excess of costs and estimated earnings 7,444 11,867 Employee compensation, benefits and payroll taxes 9,632 8,732 Income taxes payable 467 288 Other 6,108 5,916 -------- -------- Total current liabilities 47,667 50,786 -------- -------- LONG-TERM DEBT 6,648 9,648 -------- -------- OTHER LIABILITIES 3,968 3,830 -------- -------- CONTINGENCIES STOCKHOLDERS' EQUITY Common stock, $.10 par value, 10,500,000 shares authorized; 3,170,294 shares issued in 2000 and 1999 317 317 Series A common stock, $.10 par value, 20,500,000 shares authorized; 8,650,778 shares issued in 2000 and 1999 865 865 Unrealized gain on investments 286 419 Additional paid-in capital 55,928 55,928 Retained earnings 7,208 4,695 -------- -------- 64,604 62,224 Less treasury stock at cost, 1,081,275 common shares in 2000 and 1999; 762,975 Series A common shares in 2000 and 783,043 Series A common shares in 1999 5,010 5,061 -------- -------- Total stockholders' equity 59,594 57,163 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $117,877 $121,427 ======== ========
See notes to consolidated financial statements. 2 5 ROY F. WESTON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30, --------------------------- 2000 1999 (Thousands of Dollars) Gross revenues $ 68,977 $ 60,065 Direct project costs 28,352 24,012 ------------ ------------ Net revenues 40,625 36,053 ------------ ------------ Expenses: Direct salaries and other operating costs 34,650 31,107 General and administrative expenses 4,030 4,556 ------------ ------------ 38,680 35,663 ------------ ------------ Income from operations 1,945 390 ------------ ------------ Other income (expense): Investment income 216 137 Interest expense (445) (381) Equity in earnings of affiliate 1,000 -- Other 63 6 ------------ ------------ 834 (238) ------------ ------------ Income before income taxes 2,779 152 Provision for income taxes 1,011 61 ------------ ------------ Net income $ 1,768 $ 91 ============ ============ Basic earnings per share $ .18 $ .01 ============ ============ Weighted average shares outstanding - basic 9,971,548 9,946,992 ============ ============ Diluted earnings per share $ .18 $ .01 ============ ============ Weighted average shares outstanding - diluted 10,026,394 10,006,483 ============ ============
See notes to consolidated financial statements. 3 6 ROY F. WESTON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Six Months Ended June 30, ------------------------- 2000 1999 (Thousands of Dollars) Gross revenues $ 138,677 $ 132,869 Direct project costs 59,361 59,001 ----------- ----------- Net revenues 79,316 73,868 ----------- ----------- Expenses: Direct salaries and other operating costs 68,484 63,830 General and administrative expenses 8,007 8,931 ----------- ----------- 76,491 72,761 ----------- ----------- Income from operations 2,825 1,107 ----------- ----------- Other income (expense): Investment income 442 342 Interest expense (875) (722) Equity in earnings of affiliate 1,315 -- Other 313 43 ----------- ----------- 1,195 (337) ----------- ----------- Income before income taxes 4,020 770 Provision for income taxes 1,507 308 ----------- ----------- Net income $ 2,513 $ 462 =========== =========== Basic earnings per share $ .25 $ .05 =========== =========== Weighted average shares outstanding - basic 9,967,844 9,946,992 =========== =========== Diluted earnings per share $ .25 $ .05 =========== =========== Weighted average shares outstanding - diluted 9,982,152 9,959,943 =========== ===========
See notes to consolidated financial statements. 4 7 ROY F. WESTON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30, ------------------------- 2000 1999 ---- ---- (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,513 $ 462 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 2,008 1,865 Provision for losses on accounts receivable 137 274 Equity in undistributed earnings of affiliate (1,315) -- Other 62 (318) Change in assets and liabilities: Accounts receivable, trade (1,251) 8,622 Unbilled costs and estimated earnings on contracts in process 2,162 (6,488) Other current assets (988) (891) Accounts payable and accrued expenses (143) (3,326) Billings on contracts in excess of costs and estimated earnings (4,423) (1,839) Employee compensation, benefits and payroll taxes 900 (38) Income taxes 185 18 Deferred income taxes 1,249 261 Other current liabilities 130 (1,210) Other assets and liabilities (45) 432 ------- ------- Net cash provided by (used for) operating activities 1,181 (2,176) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of investments 304 1,727 Payments for purchase of investments (12) -- Capital expenditures (1,487) (2,810) ------- ------- Net cash used for investing activities (1,195) (1,083) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under line of credit 102 1,600 Principal payments under long-term debt (3,195) (1,866) Other, net 51 -- ------- ------- Net cash used for financing activities (3,042) (266) ------- ------- Net decrease in cash and cash equivalents (3,056) (3,525) Cash and cash equivalents: Beginning of period 4,355 3,993 ------- ------- End of period $ 1,299 $ 468 ======= =======
See notes to consolidated financial statements. 5 8 ROY F. WESTON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The unaudited consolidated financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1999 Annual Report to Shareholders which is incorporated by reference in its Form 10-K filed with the Securities and Exchange Commission. Results for the three months and six months ended June 30, 2000 are not necessarily indicative of results for the full year 2000. NOTE 2 - LINE OF CREDIT AGREEMENT On April 26, 2000, the Company entered into a new revolving credit facility with a maximum capacity of $15,000,000 to provide cash borrowings and letters of credit. Use of the facility is limited by a borrowing base calculated on the basis of the Company's eligible accounts receivable. The facility is collateralized by liens on substantially all of the Company's tangible and intangible assets, excluding real estate. The facility, which replaced the Company's previous credit arrangements, is for a three-year period and is available for working capital and other general corporate purposes. At June 30, 2000 the available unused portion of the facility was $9,446,000. Under the terms of the agreement, cash borrowings bear interest at 1/2% over the prime rate or, at the Company's option, other variable rates. The Company is subject to a 3/8% annual charge on the unused portion of the facility. The agreement requires the Company to maintain minimum levels of tangible net worth and certain financial ratios and restricts certain expenditures and debt outside the agreement. NOTE 3 - SEGMENTS Net revenues and segment profit (loss) for the three months and six months ended June 30, 2000 and 1999 were as follows: 6 9
Three Months Six Months Ended Ended June 30 June 30 ------- ------- 2000 1999 2000 1999 ---- ---- ---- ---- Net revenues: Infrastructure Redevelopment $ 35,988* $ 29,486 $ 69,254 $ 59,780 Federal Programs 3,714 5,447 8,124 11,588 Knowledge Systems and Solutions 623 674 1,299 1,452 Corporate 300 446 639 1,048 -------- -------- -------- -------- Consolidated $ 40,625 $ 36,053 $ 79,316 $ 73,868 ======== ======== ======== ======== Segment profit (loss): Infrastructure Redevelopment $ 5,615* $ 3,125 $ 8,816 $ 5,973 Federal Programs 1,473 681 2,804 2,047 Knowledge Systems and Solutions (57) (288) (49) (505) Corporate (4,252) (3,366) (7,551) (6,745) -------- -------- -------- -------- Consolidated $ 2,779 $ 152 $ 4,020 $ 770 ======== ======== ======== ========
* Includes approximately $1,900,000 of net revenues from an industrial brownfields redevelopment project. A substantial portion of such net revenues is included in segment profit. NOTE 4 - COMPREHENSIVE INCOME Comprehensive income consists of net income, adjusted for other increases and decreases affecting stockholders' equity that, under generally accepted accounting principles, are excluded from the determination of net income. The calculation of comprehensive income for the three months and six months ended June 30, 2000 and 1999 follows:
Three Months Six Months Ended Ended June 30 June 30 ------- ------- 2000 1999 2000 1999 ---- ---- ---- ---- Net income $ 1,768 $ 91 $ 2,513 $462 Unrealized gain (loss) on investments, net of tax (201) 182 (133) 169 ------- ---- ------- ---- Comprehensive income $ 1,567 $273 $ 2,380 $631 ======= ==== ======= ====
7 10 NOTE 5 - CONSOLIDATED STATEMENTS OF CASH FLOW Cash payments for income taxes were $81,000 and $24,000 in the first six months of 2000 and 1999, respectively. Cash payments for interest were $733,000 and $663,000 in the six months ended June 30, 2000 and 1999, respectively. The Company incurred $269,000 and $268,000 of capital lease obligations in the six months ended June 30, 2000 and 1999, respectively, when the Company entered into leases for office equipment. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following information should be read in conjunction with the unaudited interim consolidated financial statements and the notes thereto included in this Quarterly Report and the audited financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 1999. On April 27, 2000 the Company announced that it had retained Raymond James & Associates, Inc. to help the Company explore its strategic alternatives; that the Company's Board of Directors had appointed a special committee of independent directors to evaluate the alternatives on behalf of the holders of the Company's publicly traded Series A common shares; and that members of the Weston family who control a majority of the Company's non-publicly traded Common shares were working with the special committee and Raymond James. The Company continues to explore its strategic alternatives. MATERIAL CHANGES IN RESULTS OF OPERATIONS Net income for the three months ended June 30, 2000 was $1,768,000, or $.18 per share, compared to $91,000, or $.01 per share, for the three months ended June 30, 1999. Net income for the six months ended June 30, 2000 was $2,513,000, or $.25 per share, compared to $462,000, or $.05 per share, for the six months ended June 30, 1999. Net revenues increased 13% to $40,625,000 for the three months ended June 30, 2000 and 7% to $79,316,000 for the six months ended June 30, 2000 compared to the 1999 periods. Gross revenues increased 15% to $68,977,000 for the three months ended June 30, 2000 and 4% to $138,677,000 for the six months ended June 30, 2000 compared to the 1999 periods. Net revenues from the Company's Infrastructure Redevelopment segment increased $6,502,000, or 22%, and $9,474,000, or 16%, in the three months and six months ended June 30, 2000, primarily due to increased volume of work as a result of higher contract bookings in 1999 and 2000. The three months and six months ended June 30, 2000 included net revenues of approximately $1,900,000 and $2,300,000, respectively, from an industrial brownfields redevelopment project. Net revenues from Federal Programs declined $1,733,000, or 32%, and $3,464,000, or 30%, in the three months and six months ended June 30, 2000 primarily due to the loss of one large contract in the middle of 1999. 8 11 The Company had income from operations of $1,945,000 and $2,825,000 in the three months and six months ended June 30, 2000, respectively, compared to $390,000 and $1,107,000 in the three months and six months ended June 30, 1999, respectively. The increases in 2000 income from operations for the respective periods was principally realized from the aforementioned increased net revenues. In particular, a substantial portion of the Company's income from operations for the three months ended June 30, 2000 was attributable to the industrial brownfields redevelopment project referred to above which was completed as of June 30, 2000. General and administrative expenses declined $526,000, or 12%, and $924,000, or 10%, in the three months and six months ended June 30, 2000 due principally to continued cost containment and operating efficiencies. The 1999 periods included unusually high computer training costs related to the implementation of new systems. The three months and six months ended June 30, 1999 included a $500,000 reduction in the Company's estimated insurance claim liabilities. The Company had $834,000 and $1,195,000 of other income in the three months and six months ended June 30, 2000, respectively, compared to other expense of $238,000 and $337,000 in the three months and six months ended June 30, 1999, respectively. The 2000 periods include equity in undistributed earnings of a limited liability company 40%-owned by the Company, which began operations in late 1999. Other income includes $210,000 and $52,000 in the six months ended June 30, 2000 and June 30, 1999, respectively, of gains on redemption of the Company's 7% Convertible Subordinated Debentures. Interest expense increased $64,000, or 17%, and $153,000, or 21% in the three months and six months ended June 30, 2000, respectively, due to increased borrowings under the Company's line of credit, partially offset by reductions of 7% convertible subordinated debt outstanding. MATERIAL CHANGES IN FINANCIAL CONDITION Cash and cash equivalents decreased $3,056,000 in the first six months of 2000 to $1,299,000 from $4,355,000 at December 31, 1999. Operating activities provided cash of $1,195,000 for the first six months of 2000, compared to using cash of $2,176,000 in the comparable 1999 period. Capital expenditures were $1,487,000 in the first six months of 2000, compared to $2,810,000 in the comparable 1999 period. The Company used cash of $3,042,000 in financing activities in the first six months of 2000, compared to $266,000 in the comparable 1999 period. The six months ended June 30, 2000 included the repurchase of $3,015,000 principal amount of the Company's 7% Convertible Subordinated Debentures in order to satisfy the April 15, 2000 sinking fund requirement. Further debenture repurchases of $3,028,000 are required before April 15, 2001. On April 26, 2000, the Company entered into a new three-year revolving credit facility with a maximum capacity of $15,000,000. The facility, which replaced the Company's previous credit arrangements, increases the Company's access to working capital borrowings needed to finance the growth of the Company's business. The Company is required to maintain minimum levels of tangible net worth and certain financial ratios and certain expenditures and debt outside the facility are restricted. [See Note 2 to the unaudited consolidated financial statements.] 9 12 FORWARD LOOKING STATEMENTS From time to time, the Company, its management, or other Company representatives may make or publish statements that contain projections, beliefs, expectations, predictions or intentions relating to anticipated financial performance, business prospects, potential contract value, business strategy and plans, technological developments, and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for these forward looking statements, including statements contained in this report. In order to comply with the terms of the safe harbor, the Company notes that a number of factors could cause the Company's actual results, experience or outcome to differ materially from projections, beliefs, expectations, predictions, or intentions expressed in forward looking statements. These risks and uncertainties which may affect the operations, performance, development, and results of the Company's business, include, but are not limited to, the following: o The highly competitive marketplace in which the Company operates. o Changes in and levels of enforcement of federal, state and local environmental legislation and regulations. o The Company's ability to obtain new contracts from existing as well as new clients, and the uncertain timing of awards and contracts. o The Company's ability to execute new projects and those currently in backlog within reasonable cost estimates, as well as other contract performance risks, including successful resolution of any contract disputes. o Funding appropriation, funding delay, and the issuance of work orders on government projects. o The Company's ability to achieve any planned overhead or other cost reductions while maintaining adequate work flow. o The Company's ability to obtain adequate financing for its current operations and future expansion, including adequate financing to fund working capital needs and the Company's acquisition strategy. o The Company's ability to execute its strategic plan through successful marketing activities and continued cost containment. o The nature of the Company's work with hazardous materials, toxic wastes, and other pollutants, and the potential for uninsured claims or claims in excess of insurance limits, including professional liability and pollution claims. o The Company's ability to conclude and implement acquisitions of other businesses consistent with the Company's acquisition strategy. o The Company's ability to retain key personnel. 10 13 o The Company's ability to successfully complete its ongoing exploration and evaluation of strategic alternatives. The Company disclaims any intent or obligation to update forward looking statements. PART II - OTHER INFORMATION Item 1. Legal Proceedings On April 14, 2000, the Company filed a Preliminary Complaint against the United States in the United States Court of Federal Claims (Roy F. Weston, Inc. v. The United States, C.A. No. 00-213c). The Complaint arises out of a thermal remediation project that the Company performed under a contract with the United States Army Corps of Engineers ("USACE") in St. Charles, Missouri during 1998 and 1999. In its Preliminary Complaint, the Company seeks to recover approximately $13 million, plus interest and legal costs, relating to contract modifications requested by the Company for work performed on the project, which had been denied by the USACE project contracting officer. The Company also disputes the contracting officer's finding that the Company has been overpaid by approximately $2.6 million. The Company's Preliminary Complaint asserts that the Company encountered site conditions that were materially different from those indicated in the contract documents, as well as other grounds for relief. Although the outcome of any litigation is uncertain, the Company believes that its position is sound and that it will achieve a favorable result in the litigation, in which event the Company could recognize a significant gain. In the event of an unfavorable resolution, the Company could sustain a material loss. 11 14 Item 4. Submission of Matters to a Vote of Security Holders 1. Annual Meeting of Shareholders The Annual Meeting of Shareholders of the registrant was held on May 15, 2000. All of the following persons nominated were elected to serve as directors and received the number of votes set forth opposite their respective names: For Against --------- ------- R. L. Armitage 2,689,509 23,528 J. L. Brown 2,689,499 23,537 T. E. Carroll 2,689,509 23,528 T. Harvey 2,689,499 23,537 W.F. Hosking, Jr. 2,689,232 23,804 W. L. Robertson 2,689,499 23,537 K. W. Swoyer 2,689,183 23,854 T. M. Swoyer, Jr. 2,689,197 23,839 A. F. Thompson 2,689,286 23,750 R. F. Weston 2,590,286 122,750 J. H. Wolfe 2,689,509 23,528 Item 6. Exhibits and Reports on Form 8-K (a) The exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description ----------- ----------- 11 Statements of Computation of Basic and Diluted Earnings Per Share. 27 Financial Data Schedule. (b) Reports on Form 8-K There were no reports on Form 8-K in the three months ended June 30, 2000. 12 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROY F. WESTON, INC. (Registrant) Date: August 4, 2000 By: /s/ William Robertson ------------------------- William Robertson Chief Executive Officer (Duly Authorized Officer) Date: August 4, 2000 By: /s/ William G. Mecaughey ---------------------------- William G. Mecaughey Vice President and Chief Financial Officer (Chief Accounting Officer) EX-11 2 ex11.txt STATEMENTS OF COMPUT.BASIC & DILUTED EARN./SHARE 1 Exhibit 11 ROY F. WESTON, INC. AND SUBSIDIARIES STATEMENTS OF COMPUTATION OF EARNINGS PER SHARE
Three Months Ended June 30, --------------------------- 2000 1999 ---- ---- (Thousands of Dollars) BASIC Net income $ 1,768 $ 91 =========== =========== Weighted average shares outstanding 9,971,548 9,946,992 =========== =========== Basic earnings per share $ .18 $ .01 =========== =========== DILUTED Net income $ 1,768 $ 91 =========== =========== Weighted average number of shares used in calculating basic earnings per share 9,971,548 9,946,992 ADD: Dilutive impact of stock options 54,846 59,491 ----------- ----------- Weighted average number of shares used in calculating diluted earnings per share 10,026,394 10,006,483 =========== =========== Diluted earnings per share $ .18 $ .01 =========== ===========
2 Exhibit 11 ROY F. WESTON, INC. AND SUBSIDIARIES STATEMENTS OF COMPUTATION OF EARNINGS PER SHARE
Six Months Ended June 30, ------------------------- 2000 1999 ---- ---- (Thousands of Dollars) BASIC Net income $ 2,513 $ 462 ========== ========== Weighted average shares outstanding 9,967,844 9,946,992 ========== ========== Basic earnings per share $ .25 $ .05 ========== ========== DILUTED Net income $ 2,513 $ 462 ========== ========== Weighted average number of shares used in calculating basic earnings per share 9,967,844 9,946,992 ADD: Dilutive impact of stock options 14,308 12,951 ---------- ---------- Weighted average number of shares used in calculating diluted earnings per share 9,982,152 9,959,943 ========== ========== Diluted earnings per share $ .25 $ .05 ========== ==========
EX-27 3 ex27.txt FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET OF JUNE 30, 2000 AND THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 20, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 1,299 0 83,162 2,166 0 93,600 46,653 36,837 117,877 47,667 6,648 0 0 1,182 58,412 117,877 0 138,677 0 135,852 0 137 875 4,020 1,507 2,513 0 0 0 2,513 .25 .25 INCLUDES 25,129 OF UNBILLED COSTS AND ESTIMATED EARNINGS THEREON
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